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FINANCIAL INFORMATION

4.2 Consolidated financial statements

4

195

Registration Document 2016 — Capgemini

held by beneficiaries for Capgemini Performance Units (PUs):

Capgemini exchanged IGATE Performance Share Awards (PSA)

On July 1, 2015, in the context of the IGATE acquisition,

the number of PUs granted was calculated by multiplying the

number of IGATE PSAs outstanding by the following ratio:

US$ 48

(unit purchase price of IGATE shares paid by Capgemini)

€78.37

on April 24, 2015)

Gemini S.A.

(closing price of the Cap

x

on April 24, 2015))

exchange rate

(€/US$

1.0824

US$ on April 24, 2015;

the exchange parity of the IGATE and Cap Gemini S.A. shares in

this calculation is equivalent to adjusting the number of PSAs by

beneficiary in the Group at the vesting date:

market performance conditions and the presence of the

the vesting of PUs is subject to the attainment of internal and

organic free cash flow (OFCF)* objective for the period 2015

the internal performance condition consists of a cumulative

maximum number of units vesting for an aggregate amount

of Cash Flows for fiscal years 2015, 2016 and 2017, with the

of €2 billion,

(*)

to 2017, as presented in the audited, published Statements

Infosys, Sopra, and Cognizant;

equal weighting: Accenture, CSC, Atos, Tieti, CGI Group,

comprising the CAC 40 index and the following companies in

the Cap Gemini share to outperform a reference basket

the market performance condition is based on the ability of

the vesting schedule is as follows:

25% of PUs on July 1, 2016, subject to presence and market

performance conditions,

performance conditions,

25% of PUs on July 1, 2017, subject to presence and market

performance conditions,

25% of PUs on July 1, 2018, subject to presence and market

performance conditions;

25% of PUs on July 1, 2019, subject to presence and internal

S.A. share price between the vesting dates and July 1, 2019.

final adjustment clause tied to the change in the Cap Gemini

in addition, PUs vesting in the first three years are subject to a

13,118 PUs for this first tranche.

date, resulting in the vesting of 15,400 PUs and the cancellation of

The internal condition was only satisfied 54% at the first vesting

market risks

Treasury shares and management of share capital and

purposes and does not have any interests in listed companies.

The Group does not hold any shares for financial investment

consolidated equity in the amount of €247 million. These consist

At December 31, 2016, treasury shares were deducted from

American activities.

and the contractual holding system for key employees of

of the liquidity agreement (the associated liquidity line is €9 million)

program and (ii) 270,910 shares in respect of the implementation

of (i) 2,879,357 shares purchased under the share buyback

share price do not impact the Consolidated Income Statement.

value of treasury shares is deducted from equity, changes in the

not therefore exposed to significant equity risk. Finally, as the

In view of the small number of treasury shares held, the Group is

The Group’s capital management strategy is designed to maintain

commitments). At December 31, 2016, and following the

performance indicator (see Note 29, Off-balance sheet

evidenced by the use of the debt-to-equity ratio as a key

shareholders, while adopting a prudent approach to debt as

development of its business activities and delivering a return to

a strong capital base in view of supporting the continued

shares, buy back its own shares, adjust the dividend paid to

best manage the structure of its capital, the Group can issue new

(compared with €1,767 million at December 31, 2015). In order to

acquisition of IGATE, the Group had net debt* of €1,413 million

shares.

shareholders or enter into derivative instruments on its own

equivalents), Cap Gemini S.A. exercised in full the call option on its

November 21, 2016 (see Note 21 – Net debt / Net cash and cash

early redemption of the ORNANE bonds outstanding at

Cap Gemini S.A. shares to a bank counterparty. Following the

It is recalled that in October 2013, the Group sold a call option on

recognized an amount of €14 million in equity at December 31,

by the Company was also exercised in full. Cap Gemini S.A.

own shares purchased on October 18, 2013. The call option sold

2016 in respect of the unwinding of these transactions.

than the euro

accounts of subsidiaries with a functional currency other

Currency risk and translation gains and losses on the

US dollar and the pound sterling against the euro, generating a

statements are particularly impacted by fluctuations in the

accounts of consolidated subsidiaries, the consolidated financial

Regarding risks arising on the translation of the foreign currency

appreciation of the US dollar partially offset by the depreciation of

positive impact on translation reserves, mainly due to the

the pound sterling against the euro in 2016.

Note 2, Consolidation principles and Group Structure.

for the preparation of the financial statements are presented in

functional currency is not the euro. The main exchange rates used

foreign currency accounts of consolidated subsidiaries whose

The Group does not hedge risks arising on the translation of the

debt / Net cash and cash equivalents and Note 22, Cash flows.,

The alternative performance measures monitored by the Group (organic free cash flow and net debt) are defined in Note 3, Alternative performance measures, and broken down in Note 21, Net

(*)